SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [ X ] Filed by the registrant [ ] Filed by a party other than the registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 PennFed Financial Services, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - ------------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed: September 24, 1999 Dear Fellow Stockholder: On behalf of the Board of Directors and management of PennFed Financial Services, Inc., we cordially invite you to attend the Annual Meeting of Stockholders of the Company. The Meeting will be held at 10:00 a.m., local time, on Wednesday, October 27, 1999, at the Radisson Hotel, located at 690 Route 46 East, Fairfield, New Jersey. An important aspect of the annual meeting process is the annual stockholder vote on corporate business items. I urge you to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to consider and vote upon (i) the election of two directors of the Company and (ii) the ratification of the appointment of the Company's auditors. In addition, the Meeting will include management's report to you on the Company's 1999 financial and operating performance. We encourage you to attend the Meeting in person. Whether or not you plan to attend, however, please read the enclosed proxy statement and then complete, sign and date the enclosed proxy and return it in the accompanying postpaid return envelope as promptly as possible. This will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the Meeting. Your Board of Directors and management are committed to the continued success of PennFed Financial Services, Inc., and the enhancement of your investment. As President, I want to express my appreciation for your confidence and support. Very truly yours, /s/Joseph L. LaMonica Joseph L. LaMonica President and Chief Executive Officer PENNFED FINANCIAL SERVICES, INC. 622 Eagle Rock Avenue West Orange, New Jersey 07052-2989 (973) 669-7366 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held on October 27, 1999 Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of PennFed Financial Services, Inc. (the "Company") will be held at the Radisson Hotel, located at 690 Route 46 East, Fairfield, New Jersey, at 10:00 a.m., local time, on Wednesday, October 27, 1999. A Proxy Card and a Proxy Statement for the Meeting are enclosed. The Meeting is for the purpose of considering and acting upon: 1. The election of two directors of the Company; 2. The ratification of the appointment of Deloitte & Touche LLP as auditors for the Company for the fiscal year ending June 30, 2000; and such other matters as may properly come before the Meeting, or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to come before the Meeting. Any action may be taken on the foregoing proposals at the Meeting on the date specified above, or on any date or dates to which the Meeting may be adjourned or postponed. Stockholders of record at the close of business on September 10, 1999 are the stockholders entitled to vote at the Meeting and any adjournments or postponements thereof. A complete list of stockholders entitled to vote at the Meeting will be available for stockholders at the offices of the Company during the ten days prior to the Meeting, as well as at the Meeting. You are requested to complete and sign the enclosed Proxy Card which is solicited on behalf of the Board of Directors, and to mail it promptly in the enclosed envelope. The Proxy will not be used if you attend and vote at the Meeting in person. By Order of the Board of Directors /s/William C. Anderson William C. Anderson Chairman of the Board West Orange, New Jersey September 24, 1999 - -------------------------------------------------------------------------------- IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF- ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. - -------------------------------------------------------------------------------- PROXY STATEMENT PENNFED FINANCIAL SERVICES, INC. 622 Eagle Rock Avenue West Orange, New Jersey 07052-2989 (973) 669-7366 ANNUAL MEETING OF STOCKHOLDERS October 27, 1999 This Proxy Statement is furnished in connection with the solicitation on behalf of the Board of Directors of PennFed Financial Services, Inc. (the "Company") of proxies to be used at the Annual Meeting of Stockholders of the Company (the "Meeting") which will be held at the Radisson Hotel, located at 690 Route 46 East, Fairfield, New Jersey, on Wednesday, October 27, 1999, at 10:00 a.m., local time, and all adjournments or postponements of the Meeting. The accompanying Notice of Annual Meeting and form of proxy and this Proxy Statement are first being mailed to stockholders on or about September 24, 1999. Certain of the information provided in this Proxy Statement relates to Penn Federal Savings Bank ("Penn Federal" or the "Bank"), a wholly owned subsidiary of the Company. At the Meeting, stockholders of the Company are being asked to consider and vote upon (i) the election of two directors of the Company and (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company's auditors for the fiscal year ending June 30, 2000. Vote Required and Proxy Information All shares of the Company's common stock represented at the Meeting by properly executed proxies received prior to or at the Meeting and not revoked, will be voted at the Meeting in accordance with the instructions thereon. If no instructions are indicated, properly executed proxies will be voted for the nominees named in this Proxy Statement and for the ratification of the appointment of Deloitte & Touche LLP. The Company does not know of any matters, other than as described in the Notice of Annual Meeting of Stockholders, that are to come before the Meeting. If any other matters are properly presented at the Meeting for action, the Board of Directors, as proxy for the stockholder, will have the discretion to vote on such matters in accordance with its best judgment. Directors will be elected by a plurality of the votes cast. The ratification of the appointment of Deloitte & Touche LLP as the Company's auditors requires the affirmative vote of a majority of the votes cast on the matter. In the election of directors, stockholders may either vote "FOR" both nominees for election or withhold their votes from either nominee or both nominees for election. Votes that are withheld and shares held by a broker, as nominee, that are not voted (so-called "broker non-votes") in the election of directors will not be included in determining the number of votes cast. For the proposal to ratify the appointment of the independent auditors, stockholders may vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked to abstain will have the same effect as votes against the proposal, and broker non-votes will have no effect on the proposal. The holders of at least one-third of the outstanding shares of the common stock, present in person or represented by proxy, will constitute a quorum for purposes of the Meeting. Proxies marked to abstain and broker non-votes will be counted for purposes of determining a quorum. A proxy given pursuant to this solicitation may be revoked at any time before it is voted. Proxies may be revoked by: (i) filing with the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than the proxy, (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Meeting, or (iii) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute revocation of a proxy). Any written notice revoking a proxy should be delivered to Patrick D. McTernan, Secretary, PennFed Financial Services, Inc., 622 Eagle Rock Avenue, West Orange, New Jersey 07052-2989. 1 Voting Securities and Certain Holders Thereof Stockholders of record as of the close of business on September 10, 1999 will be entitled to one vote for each share then held. As of that date, the Company had 8,847,410 shares of common stock issued and outstanding. The following table sets forth, as of September 10, 1999, information regarding share ownership of: (i) those persons or entities known by management to beneficially own more than five percent of the common stock; (ii) the Chief Executive Officer of the Company and each of the executive officers of the Company and the Bank whose salary and bonus for fiscal 1999 exceeded $100,000 (the "Named Officers"); and (iii) all directors and executive officers of the Company and the Bank as a group. For information regarding the beneficial ownership of common stock by directors of the Company, see "Proposal I. Election of Directors--General." Shares Percent Beneficially of Beneficial Owner Owned Class - ------------------------------------------------- ------------ ------ PennFed Financial Services, Inc. 925,051(1) 10.46% Employee Stock Ownership Plan 622 Eagle Rock Avenue West Orange, New Jersey 07052-2989 Tontine Financial Partners, L.P. 767,100(2) 8.67 Tontine Management, L.L.C. Tontine Overseas Associates, L.L.C. Jeffrey L. Gendell 200 Park Avenue Suite 3900 New York, New York 10166 John Hancock Mutual Life Insurance Company and 611,000(3) 6.91 John Hancock Subsidiaries, Inc. P.O. Box 111 Boston, Massachusetts 02117 and The Berkeley Financial Group and John Hancock Advisors, Inc. 101 Huntington Avenue Boston, Massachusetts 02199 Named Officers(4) - ----------------- Joseph L. LaMonica 486,464 5.30 President and Chief Executive Officer Patrick D. McTernan 220,381 2.45 Senior Executive Vice President, General Counsel and Secretary Lucy T. Tinker 226,699 2.52 Senior Executive Vice President and Chief Operating Officer Jeffrey J. Carfora 68,742 0.77 Executive Vice President and Chief Financial Officer Barbara A. Flannery 67,238 0.76 Executive Vice President and Retail Banking Group Executive of the Bank Directors and executive officers 1,887,198 18.73 of the Company and the Bank as a group (10 persons)(5) footnotes follow 2 - -------------- (1) The amount reported represents shares held by the PennFed Financial Services, Inc. Employee Stock Ownership Plan (the "ESOP"), 364,344 of which have been allocated to accounts of participants. First Bankers Trust Company, Quincy, Illinois, the trustee of the ESOP, may be deemed to beneficially own the shares held by the ESOP which have not been allocated to the accounts of participants. Pursuant to the terms of the ESOP, participants in the ESOP have the right to direct the voting of shares allocated to participant accounts. Unallocated shares are voted by the trustee in the same proportion that the allocated shares are voted pursuant to participant instructions. (2) As reported by Tontine Financial Partners, L.P. ("TF"), Tontine Management, L.L.C. ("TM"), Tontine Overseas Associates, L.L.C. ("TO") and Jeffrey L. Gendell on Amendment No. One dated October 15, 1998 to a Schedule 13D filed with the Securities and Exchange Commission (the "SEC"). TM is general partner of TF and Mr. Gendell serves as the managing member of TM and TO. With respect to the 767,100 shares listed, TF and TM each reported shared voting and dispositive powers over 424,600 shares, TO reported shared voting and dispositive powers over 342,500 shares and Mr. Gendell reported shared voting and dispositive powers over all 767,100 shares. (3) As reported by John Hancock Mutual Life Insurance Company ("JHMLIC"), JHMLIC's wholly-owned subsidiary, John Hancock Subsidiaries, Inc. ("JHSI"), JHSI's wholly-owned subsidiary, The Berkeley Financial Group ("TBFG"), and TBFG's wholly-owned subsidiary, John Hancock Advisers, Inc., ("JHA") in a statement as of December 31, 1998 on Amendment No. 4 to a Schedule 13G filed with the SEC. JHMLIC, JHSI, and TBFG reported indirect beneficial ownership of these shares. JHA reported sole voting and dispositive powers as to all of such shares. (4) Includes shares held directly, shares allocated to the accounts of the Named Officers under the ESOP, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain members of the Named Officers' families, by trusts of which the Named Officer is a trustee or substantial beneficiary, with respect to which the Named Officer may be deemed to have sole or shared voting and/or dispositive powers. Also includes 334,417, 143,784, 156,101, 42,834 and 42,834 shares which Mr. LaMonica, Mr. McTernan, Ms. Tinker, Mr. Carfora and Ms. Flannery, respectively, have the right to acquire pursuant to stock options that are currently exercisable. (5) This amount includes shares held directly, shares allocated to the accounts of executive officers under the ESOP, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain of the group members' families, by certain related entities or by trusts of which the group member is a trustee or substantial beneficiary, with respect to which shares the group member may be deemed to have sole or shared voting and/or dispositive powers. This amount also includes an aggregate of 1,226,066 shares which directors and executive officers as a group have the right to acquire pursuant to stock options that are currently exercisable, and excludes 12,160 shares of which Mario Teixeira, Jr., a director of the Company, disclaims beneficial ownership. 3 PROPOSAL I. ELECTION OF DIRECTORS General The Company's Board of Directors consists of six members, each of whom is also a director of the Bank. Each of the current directors of the Company has served in such capacity since its incorporation in March 1994. The Board is divided into three classes, each of which contains one-third of the Board. One-third of the directors are elected annually. Directors of the Company are generally elected to serve for three-year terms or until their respective successors are elected and qualified. The following table sets forth certain information, as of September 10, 1999, regarding the composition of the Company's Board of Directors, including each director's term of office. The Board of Directors acting as the nominating committee has recommended and approved the nominees identified in the following table. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the Meeting FOR the election of the nominees identified below. If a nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why either nominee may be unable to serve, if elected. Except as disclosed in this Proxy Statement, there are no arrangements or understandings between the nominee and any other person pursuant to which the nominee was selected. Shares of Common Stock Percent Position(s) Held Director Term to Beneficially of Name Age in the Company Since(1) Expire Owned(2) Class - ------------------------------- ----- ---------------- -------- -------- ---------- ------ NOMINEES Patrick D. McTernan 47 Director, Senior 1989 2002 220,381 2.45% Executive Vice President, General Counsel and Secretary Marvin D. Schoonover 49 Director 1990 2002 87,630 0.98 DIRECTORS CONTINUING IN OFFICE Joseph L. LaMonica 49 Director, President and 1987 2000 486,464 5.30 Chief Executive Officer Mario Teixeira, Jr. 63 Director 1971 2000 167,827(3) 1.88 William C. Anderson 51 Chairman of the Board 1979 2001 450,728 4.92 Amadeu L. Carvalho 70 Director 1990 2001 106,183 1.19 - ------------ (1) Includes service as a director of the Bank prior to the formation of the Company. (2) Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain members of the director's family, held by certain related entities or held by trusts of which the director is a trustee or substantial beneficiary, with respect to which shares the respective director may be deemed to have sole or shared voting and/or dispositive powers. Amounts also include 143,784, 56,933, 334,417, 64,333, 318,897 and 60,933 shares which Messrs. McTernan, Schoonover, LaMonica, Teixeira, Anderson and Carvalho, respectively, have the right to acquire pursuant to stock options that are currently exercisable. With respect to Messrs. LaMonica and McTernan, amounts also include 13,045 shares which have been allocated to each of their respective accounts under the ESOP. (3) Amount excludes 12,160 shares of which Mr. Teixeira disclaims beneficial ownership. 4 The principal occupation of each director of the Company and each of the nominees for director is set forth below. All directors and nominees have held their present principal occupation for at least five years unless otherwise indicated. Patrick D. McTernan--Mr. McTernan has been Executive Vice President, General Counsel and Secretary of the Company since its incorporation. He joined Penn Federal in 1989 as Senior Vice President and General Counsel and was promoted to Executive Vice President and General Counsel in 1992. He was named Senior Executive Vice President in 1999. He also serves as corporate Secretary. Prior to his employment with the Bank, he was a partner in the law firm of Adams and McTernan located in South Orange, New Jersey. He is currently a member of the Legal Committee of the New Jersey Savings League. Marvin D. Schoonover--Mr. Schoonover is a Senior Account Executive with the EMAR Group, Inc., an insurance agency located in Livingston, New Jersey, and is responsible for the marketing, sales and servicing of commercial property and casualty insurance. Mr. Schoonover first joined the EMAR Group, Inc. in 1980. Mr. Schoonover also is a licensed real estate salesperson. Joseph L. LaMonica--Mr. LaMonica has been President and Chief Executive Officer of the Company since its incorporation in March 1994, and of Penn Federal since 1988. Mr. LaMonica has served Penn Federal in various capacities since joining the Bank in 1980. He also is a member of the Board of Directors of the Saint James Foundation, a philanthropic organization, and serves in an advisory capacity to the Ironbound Ambulance Squad. Mario Teixeira, Jr.--Mr. Teixeira has been a licensed funeral director since 1961. He is owner and President of the Buyus Funeral Home in Newark and owns the Bernauer Funeral Home and the Rucki Funeral Home, both located in Newark, as well as the Shaw-Buyus Home for Services, located in Kearny, New Jersey. In addition, Mr. Teixeira is a partner in BRSB Preneed Association, a partnership specializing in funeral services. William C. Anderson--Mr. Anderson has been Chairman of the Board of the Company since its incorporation in March 1994. Mr. Anderson is also the Chairman of the Board and President of John Young Company, Inc., a real estate agency located in Caldwell, New Jersey. Amadeu L. Carvalho--Mr. Carvalho, retired Controller of the Singer Company, currently is in private accounting practice in Elizabeth, New Jersey. His practice includes tax services and business and strategic planning for small and medium size companies. Meetings and Committees of the Board of Directors Meetings and Committees of the Company. Meetings of the Company's Board of Directors are generally held on a monthly basis. For the fiscal year ended June 30, 1999, the Board of Directors met 17 times. During fiscal 1999, no incumbent director of the Company attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings held by the committees of the Board of Directors on which he served. The Board of Directors of the Company has standing Executive and Audit Committees. The Executive Committee is comprised of all members of the Board. The Executive Committee meets on an as needed basis and exercises the power of the Board of Directors between Board meetings, to the extent permitted by Delaware law. This Committee did not meet during fiscal 1999. The Audit Committee is comprised of Chairman Anderson (Chairman) and Directors Carvalho and Teixeira. The Audit Committee reviews audit reports and related matters to ensure compliance with regulatory and internal policies and procedures. The Audit Committee met two times in fiscal 1999. The entire Board of Directors acts as a nominating committee for selecting nominees for election as directors. While the Board of Directors of the Company will consider nominees recommended by stockholders, the Board has not actively solicited such nominations. The Board of Directors met one time in fiscal 1999 in its capacity as a nominating committee. 5 Pursuant to the Company's bylaws, nominations for directors by stockholders must be made in writing and delivered to the Secretary of the Company at least 60 days prior to the meeting date. If, however, less than 70 days' notice of the date of the meeting is first given or made to stockholders by public notice or mail, nominations must be received by the Company not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company's bylaws. Meetings and Committees of the Bank. The Bank's Board of Directors generally meets twice per month and may have additional special meetings upon the written request of the Chairman of the Board, the President or at least three directors. The Bank's Board of Directors met 24 times during the fiscal year ended June 30, 1999. During fiscal 1999, no incumbent director of the Bank attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings held by the committees of the Board of Directors on which he served. The Bank has standing Audit, Human Resources and Compensation Committees, as well as other committees which meet periodically. Set forth below is a description of certain committees of the Bank. The Audit Committee is responsible for the oversight of the Bank's Internal Audit Department and for the review of the Bank's annual audit report prepared by the Bank's independent auditors. Only non-employee directors may serve on the Audit Committee. The current members of the committee are Chairman Anderson (Chairman) and Directors Carvalho and Teixeira. The Audit Committee met four times during fiscal 1999. The Bank's Human Resources Committee is responsible for the review and approval of the numerous personnel policies of the Bank. This Committee addresses, among other things, the Bank's benefit programs and plans and affirmative action plan. The current members of the Human Resources Committee are Directors Teixeira (Chairman), Schoonover and LaMonica. The Committee met one time during fiscal 1999. The Bank's Compensation Committee, which acts as the compensation committee of the Company and the Bank, determines salary ranges and incentive compensation. This Committee is also responsible for administering the Stock Option and Incentive Plan and Management Recognition Plan (the "MRP"). The current members of the Compensation Committee are Directors Carvalho (Chairman) and Teixeira. This Committee met one time during the fiscal year ended June 30, 1999. Director Compensation The Company's directors are not paid fees for their service in such capacity. Non-employee directors of the Bank were each paid a fee of $33,000 for fiscal 1999 except for the Chairman who received $69,000. Each non-employee director also received $400 for attendance at each meeting of the Board's standing committees and $5,000 for the payment of an annual life insurance premium. 6 Executive Compensation The following table sets forth information regarding compensation paid or granted to the Named Officers. ========================================================================================================================== SUMMARY COMPENSATION TABLE - -------------------------------------------------------------------------------------------------------------------------- Long-Term Compensation -------------------------- Annual Compensation Awards - ------------------------------------------------------------------------------------------------------- Restricted Securities Stock Underlying All Other Salary Bonus Award(s) Options Compensation Name and Principal Position Year ($) ($) ($) (#) ($)(1) - -------------------------------------------------------------------------------------------------------------------------- Joseph L. LaMonica, 1999 $328,922 $ --- --- --- $60,554 President and Chief 1998 290,004 --- --- 100,000(2) 60,685 Executive Officer 1997 290,004 29,000 --- --- 46,363 Patrick D. McTernan, 1999 $190,977 $ --- --- --- $51,634 Senior Executive Vice President, 1998 183,762 --- --- 24,000(2) 53,222 General Counsel and Secretary 1997 181,500 18,500 --- --- 40,859 Lucy T. Tinker, 1999 $190,977 $ --- --- --- $55,290 Senior Executive Vice President 1998 185,000 --- --- 25,000(2) 56,611 and Chief Operating Officer 1997 184,760 18,500 --- --- 42,882 Jeffrey J. Carfora, 1999 $116,461 $ --- --- --- $40,899 Executive Vice President and 1998 110,000 --- --- 15,000(2) 43,595 Chief Financial Officer 1997 110,000 --- --- --- 32,385 Barbara A. Flannery 1999 $116,461 $ --- --- --- $40,343 Executive Vice President 1998 110,000 --- --- 15,000(2) 43,425 and Retail Banking Group 1997 99,359 --- --- --- 30,332 Executive of the Bank ========================================================================================================================== (1) Includes term life insurance premiums, income attributable under whole-life insurance policy, employer contributions to Penn Federal's 401(k) Plan and ESOP allocations, respectively, for fiscal 1999, 1998 and 1997 as follows: Mr. LaMonica - 1999: $1,148, $15,109, $2,800 and $41,497; 1998: $1,148, $12,014, $2,496 and $45,027; and 1997: $892, $9,078, $2,732 and $33,661; Mr. McTernan - 1999: $660, $6,915, $2,562 and $41,497; 1998: $660, $5,495, $2,040 and $45,027; and 1997: $700, $4,142, $2,356 and $33,661; Ms. Tinker - 1999: $732, $11,629, $1,432 and $41,497; 1998: $732, $9,326, $1,526 and $45,027; and 1997: $706, $7,129, $1,386 and $33,661; Mr. Carfora - 1999: $518, $0, $2,329 and $38,052; 1998: $436, $0, $1,883 and $41,276; and 1997: $462, $0, $1,650 and $30,273; and Ms. Flannery - 1999: $518, $0, $1,747 and $38,078; 1998: $437, $0, $1,650 and $41,338; and 1997 - $419, $0, $1,490 and $28,423. (2) Adjusted for the two-for-one stock split in the form of a 100% stock divided paid on the Company's common stock on February 10, 1998 (the "Stock Split"). 7 The following table sets forth certain information concerning stock option exercises during the last fiscal year and the number and value of stock options held by the Named Officers as of June 30, 1999. No stock options were granted to the Named Officers in fiscal 1999. ======================================================================================================================= AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES - ----------------------------------------------------------------------------------------------------------------------- Shares Number of Securities Value of Unexercised Acquired Underlying Unexercised In-the-Money Options on Value Options at FY-End (#)(2) FY-End ($)(3) Exercise Realized -------------------------------------------------------------- Name (#)(2) ($) Exercisable Unexercisable Exercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------------- Joseph L. LaMonica --- --- 334,417 33,333 $2,811,375 --- Patrick D. McTernan 20,000 $186,250(1) 140,700 8,000 $1,309,350 --- Lucy T. Tinker --- --- 153,517 8,333 $1,436,925 --- Jeffrey J. Carfora --- --- 39,750 5,000 $312,375 --- Barbara A. Flannery --- --- 39,750 5,000 $312,375 --- (1) Represents the difference between the market value of the shares acquired upon exercise at the time of exercise ($14.5625 per share, the average of the high and low per share prices of the common stock on the Nasdaq National Market on the date of exercise) and the exercise price ($5.25 per share). (2) Amounts have been adjusted for the Stock Split. (3) Represents the aggregate market value (market price of the common stock less the exercise price) of the in-the-money options based upon the exercise price of the options and the closing price of the common stock on the Nasdaq National Market on June 30, 1999 ($15.75). An option is in-the-money if the exercise price of the option is less than the market value of the common stock. None of the unexercisable options were in-the-money as of June 30, 1999. Employment Agreements On July 14, 1994, the Bank entered into employment agreements with Messrs. LaMonica and McTernan and Ms. Tinker, and on July 14, 1998, the Bank entered into employment agreements with Mr. Carfora and Ms. Flannery. Each employment agreement provides for an annual base salary in an amount not less than the employee's salary as of the time the agreement was executed and an initial term of three years. Each agreement provides for extensions of one year, in addition to the then-remaining term under the agreement, on each anniversary of the effective date of the agreement (i.e., each July 14), subject to a formal performance evaluation performed by disinterested members of the Board of Directors of the Bank. Each agreement provides for termination upon the employee's death, for cause or in certain events specified by Office of Thrift Supervision ("OTS") regulations. Each employment agreement is also terminable by the employee upon 90 days' notice to the Bank. Each employment agreement provides for payment to the employee of the greater of his or her salary for the remainder of the term of the agreement, or 299% of the employee's base compensation, in the event there is a "change in control" of the Bank where employment terminates voluntarily or involuntarily in connection with such change in control or within 12 months thereafter. This termination payment is subject to reduction by the amount of all other compensation to the employee deemed for purposes of the Internal Revenue Code of 1986 to be contingent on a "change in control," and may not exceed three times the employee's average annual compensation over the most recent five year period or be non-deductible by the Bank for federal income tax purposes. For purposes of the employment agreements, a "change in control" is defined as any event which would require the filing of an application for acquisition of control or notice of change in control pursuant to 12 C.F.R. ss.ss. 574.3 or 574.4. Such events are generally triggered prior to the 8 acquisition of control of 10% of the Company's common stock. Each agreement also guarantees participation in an equitable manner in employee benefits applicable to executive personnel. Based on his or her current salary, if Mr. LaMonica, Mr. McTernan, Ms. Tinker, Mr. Carfora and Ms. Flannery had been terminated as of June 30, 1999, under circumstances entitling him or her to severance pay as described above, he or she would have been entitled to receive a lump sum cash payment of approximately $1,758,992, $928,230, $906,442, $414,019 and $377,440, respectively. Certain Transactions The Bank has followed a policy of granting loans to eligible directors, officers, employees and members of their immediate families for the financing of their personal residences and for consumer purposes. All loans by the Bank to its senior officers and directors are subject to OTS regulations restricting loans and other transactions with affiliated persons of the Bank. Under applicable law, all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. In this regard, all outstanding loans to the Bank's directors and senior officers have been made in the ordinary course of business and on the same terms, including collateral and interest rates, as those prevailing at the time for comparable transactions and did not involve more than the normal risk of collectibility. Compensation Committee Report on Executive Compensation The Compensation Committee of the Company's Board of Directors has furnished the following report on executive compensation: Penn Fed's Compensation Committee has responsibility for reviewing the compensation policies and plans for the Company and its affiliates. The policies and plans established are designed to enhance both short-term and long-term operational performance of the Bank and to build stockholder value through anticipated appreciation in the Company's common stock price. One of the Committee's primary objectives is to develop and maintain compensation plans which allow the Company to attract and retain quality executives at competitive compensation levels and which enhance stockholder value by aligning closely the financial interests of the Company's executives with those of its stockholders. In determining compensation levels, plans and adjustments, the Committee takes into account, among other things, compensation reviews made by third parties each year. These studies primarily compare the compensation of the Bank's officers to officers of other local financial institutions. With respect to Mr. LaMonica's base salary for the fiscal year ended June 30, 1999, the Committee took into account a comparison of salaries of chief executive officers of local financial institutions. Likewise, each executive officer's base salary was determined utilizing financial institution compensation surveys. Mr. LaMonica's base salary for fiscal year 1999 was increased by $40,000 from his base salary for fiscal year 1998 because the Committee determined that Mr. LaMonica was undercompensated when compared to chief executive officers of other institutions with the same asset size as the Bank and because of the Company's numerous achievements during fiscal 1998 attributable to the performance of Mr. LaMonica. The Bank and the Company have included stock option and restricted stock awards as key elements in their total compensation package. Equity based compensation provides a long-term alignment of interests and results achieved for stockholders with the compensation rewards provided to executive officers by providing those executives and others on whom the continued success of the Company most depends with a proprietary interest in the Company. In fiscal 1995, the Stock Option Plan and the MRP were adopted, providing for the grant of several types of equity- based awards, including stock option and restricted stock awards. These plans were ratified by the Company's stockholders in fiscal 1995, and an amendment to the Stock Option Plan increasing the number of shares available for issuance under the Stock Option Plan was approved by the Company's stockholders in fiscal 1998. In fiscal year 1995, all of the Bank's executive officers were granted stock option and restricted stock awards, vesting over a five-year schedule. On December 9, 1997, all of the Bank's executive officers were granted additional 9 stock options. One-third of each of these additional options vested immediately upon grant, one-third vested on December 9, 1998 and the remaining one-third is scheduled to vest on December 9, 1999. During fiscal 1999, options to purchase 53,550 and 33,333 shares of common stock at exercise prices of $5.25 and $17.1875, respectively (as adjusted for the Stock Split), vested for Mr. LaMonica. In addition, 23,800 shares of restricted stock held by Mr. LaMonica vested during fiscal 1999. Through the compensation programs described above, a significant portion of the Company's executive compensation is linked to corporate performance. The Committee will continue to review all elements of compensation to ensure that the compensation objectives and plans meet the Company's business objectives and philosophy of linking executive compensation to stockholder interests of corporate performance as discussed above. In 1993, Congress amended the Internal Revenue Code of 1986 to add Section 162(m) to limit the corporate deduction for compensation paid to a corporation's five most highly compensated officers to $1.0 million per executive per year, with certain exemptions. The Committee carefully reviewed the impact of this legislation on the cost of the Bank's current executive compensation plans. Under the legislation and regulations adopted thereunder, it is not expected that any portion of the Company's employee compensation will be non-deductible in fiscal 1999 or in future years by reason of compensation paid in fiscal 1999. The Committee intends to review the Company's executive compensation policies on an ongoing basis, and propose appropriate modifications, if the Committee deems them necessary, to these executive compensation plans with a view toward implementing the Company's compensation policies in a manner that avoids or minimizes any disallowance of tax deductions under Section 162(m). The foregoing report is furnished by the Compensation Committee of the Board of Directors: Amadeu L. Carvalho, Chairman Mario Teixeira, Jr. 10 Stock Performance Presentation The line graph below compares the cumulative total stockholder return on the common stock to the cumulative total return of a broad index (all Nasdaq U.S. Stocks) and a savings and loan industry index for the period July 14, 1994 (the date the Company became a publicly-traded company) through June 30, 1999. While the Company's common stock was sold at $10.00 per share in the initial public offering, the stock closed at $13.125 per share on July 14, 1994, its first day of trading (adjusted for the Stock Split, such prices would amount to $5.00 and $6.5625, respectively). The graph assumes that $100 was invested on July 14, 1994 to purchase shares of the common stock at the closing price on such date and not at the initial offering price. Period Ending -------------------------------------------------------------- Index 7/15/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99 PennFed Financial Services, Inc. 100.00 96.19 118.09 209.50 256.89 246.94 NASDAQ-Total US ................ 100.00 131.22 168.47 200.93 269.77 385.84 SNL $1B-$5B Thrift Index ....... 100.00 111.96 142.84 231.42 338.36 291.02 11 PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF AUDITORS The Board of Directors has renewed the Company's arrangement for Deloitte & Touche LLP to be its auditors for the 2000 fiscal year, subject to the ratification of the appointment by the Company's stockholders. A representative of Deloitte & Touche LLP is expected to attend the Meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2000. STOCKHOLDER PROPOSALS In order to be eligible for inclusion in the Company's proxy materials for its 2000 Annual Meeting of Stockholders, any stockholder proposal to take action at the 2000 Annual Meeting must be received at the Company's administrative office located at 622 Eagle Rock Avenue, West Orange, New Jersey 07052-2989, no later than May 27, 2000. Any proposal submitted will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, as with any stockholder proposal (regardless of whether included in the Company's proxy materials), the Company's certificate of incorporation and bylaws and Delaware law. Under the proxy rules, in the event the Company receives notice of a stockholder proposal to take action at the 2000 Annual Meeting that is not submitted for inclusion in the Company's proxy materials, or is submitted for inclusion but is properly excluded from the Company's proxy materials, the persons named in the form of proxy sent by the Company to its stockholders intend to exercise their discretion to vote on such proposal in accordance with their best judgment if notice of the proposal is not received at the administrative office of the Company by the Deadline (as defined below). In addition to the provision of the proxy rules regarding discretionary voting authority described in the preceding sentence, the Company's bylaws provide that if notice of a stockholder proposal to take action at the 2000 Annual Meeting is not received at the main office of the Company by the Deadline, the proposal will not be recognized as a matter proper for submission to the Company's stockholders and will not be eligible for presentation at the 2000 Annual Meeting. The "Deadline" means August 28, 2000; however, in the event the 2000 Annual Meeting is held before October 7, 2000 or after December 26, 2000, the "Deadline" means the close of business on the later of the 60th day prior to the date of the 2000 Annual Meeting or the tenth day following the earlier of the day on which notice of the 2000 Annual Meeting was first mailed or public announcement of the date of the 2000 Annual Meeting was first made. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons owning more than 10% of a registered class of the Company's equity securities, to file periodic reports of ownership and changes in ownership with the SEC and to provide the Company with copies of such reports. Based solely upon information provided to the Company by the directors and officers subject to Section 16(a), all Section 16(a) filing requirements applicable to these persons were complied with during fiscal 1999, except for the inadvertent failure to timely file a Form 3 by James M. O'Brien, Executive Vice President and Senior Lending Officer of the Bank. Mr. O'Brien subsequently filed a Form 3. 12 OTHER MATTERS The Board of Directors is not aware of any business to come before the Meeting other than those matters described above in this Proxy Statement. However, if any other matter should properly come before the Meeting, it is intended that the Board of Directors, as proxy for the stockholder, will act in accordance with its best judgment. The cost of solicitation of proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company's common stock. In addition to solicitation by mail, directors, officers and regular employees of the Company and/or the Bank may solicit proxies personally or by telephone without additional compensation. BY ORDER OF THE BOARD OF DIRECTORS /s/William C. Anderson William C. Anderson Chairman of Board West Orange, New Jersey September 24, 1999 13 REVOCABLE PROXY PENNFED FINANCIAL SERVICES, INC. [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE ANNUAL MEETING OF STOCKHOLDERS OCTOBER 27, 1999 The undersigned hereby appoints the Board of Directors of PennFed Financial Services, Inc. (the "Company"), and its survivor, with full power of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the "Meeting"), to be held on Wednesday, October 27, 1999 at the Radisson Hotel, located at 690 Route 46 East, Fairfield, New Jersey, at 10:00 a.m., local time, and at any and all adjournments or postponements thereof, as directed herein: I. The election of the following directors for three-year terms: PATRICK D. McTERNAN MARVIN D. SCHOONOVER [ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below. - -------------------------------------------------------------------------------- II. The ratification of the appointment of Deloitte & Touche LLP as independent auditors for the Company for the fiscal year ending June 30, 2000. [ ] FOR [ ] AGAINST [ ] ABSTAIN In their discretion, the proxies are authorized to vote on any other business that may properly come before the Meeting or any adjournment or postponement thereof. The Board of Directors recommends a vote "FOR" the nominees named herein and "FOR" the ratification of the appointment of Deloitte & Touche LLP. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED HEREIN AND FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. Please be sure to sign and date this Proxy in the box below. _________________________________________ Date _________________________________________ Stockholder sign above _________________________________________ Co-holder (if any) sign above Detach above card, sign, date and mail in postage-paid envelope provided. PENNFED FINANCIAL SERVICES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. This Proxy may be revoked at any time before it is voted by: (i) filing with the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than this Proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Meeting; or (iii) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute revocation of this Proxy). If this Proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect. The above signor(s) acknowledge(s) receipt from the Company, prior to the execution of this Proxy, of a Notice of the Meeting, a Proxy Statement and the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1999. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign. PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE